v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 16. Subsequent Events

 

Management has evaluated these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent events, as it relates to conditions arising after the balance sheet date. Accordingly, no adjustments to the consolidated financial statements were required.

 

Related Party Transaction

 

On January 15, 2026, the Company entered into certain convertible promissory notes with Robert Stubblefield, CFO and Interim CEO & President and to Greg Potts, COO, for unpaid compensation still owed to Messrs. Stubblefield and Potts from 2023 and 2024. As officers of the Company, they are related parties. The maturity date of the convertible promissory notes is January 15, 2027. Interest at a rate of 10% per annum shall accrue on the principal amount of each note until the maturity date. The principal amount is: $291,485 and $258,448, respectively for Messrs. Stubblefield and Potts. As of the date of this report, neither Messrs. Stubblefield or Potts have converted any portion of their notes.

 

Other Convertible Note

 

On January 15, 2026, the Company entered into a convertible promissory note with the Amar Ali Law, PLLC for outstanding legal fees provided to the Company. The maturity date of the convertible promissory note is January 15, 2027. Interest at a rate of 10% per annum shall accrue on the principal amount of $1,445,361 for the note until the maturity date. As of the date of this report, no portion of the note has been converted.

 

Capital Markets Activity with Dawson James

 

On January 16, 2026, the Company entered into a placement agency agreement with Dawson James Securities, Inc., pursuant to which Dawson James agreed to act as the Company’s exclusive placement agent, on a reasonable best-efforts basis, in connection with a registered direct offering of 2,449,857 shares of the Company’s common stock at a purchase price of $0.70 per share. The offering closed on January 20, 2026 and resulted in gross proceeds of approximately $1.7 million, before deducting placement agent fees and offering expenses.

  

The securities in the foregoing offerings were issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-291505), which was declared effective by the U.S. Securities and Exchange Commission on November 26, 2025.

 

On March 16, 2026, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company agreed to issue unsecured convertible promissory notes in an aggregate principal amount of up to approximately $11.8 million in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The notes are issuable in multiple tranches, including an initial tranche of approximately $3.5 million funded upon execution, with additional tranches subject to specified conditions, including the filing and effectiveness of a resale registration statement and, for subsequent tranches, based on mutual agreement of the parties through December 31, 2026.

 

The notes were issued at a 15% original issue discount, bear interest at 12% per annum, and mature 24 months from issuance. The notes are convertible into shares of the Company’s common stock at a conversion price based on a discount to market price, subject to a floor price, and include customary terms, including events of default and a beneficial ownership limitation initially set at 4.99%, which may be increased to 9.99% upon notice.

 

In connection with the foregoing arrangement, the Company entered into placement agency agreements with Dawson James and agreed to pay customary placement fees and expenses. The Company also entered into a registration rights agreement in connection with the convertible note financing requiring the filing and effectiveness of a resale registration statement covering the shares issuable upon conversion of the notes within specified time periods.

 

Termination of UCIL Loan Agreement

 

On January 20, 2026, the Company terminated its financing arrangement with United Capital Investments London Limited (“UCIL”) originally entered into on July 23, 2023, subsequently amended and restated on August 8, 2023, later amended on August 18, 2023, and finally amended and restated on February 16, 2024. UCIL has informed the Company that it is considering legal action to preserve is rights under the financing arrangement, however, as of the date of this filing, the Company has not received notice of any action nor has UCIL provided the requisite accounting information and evidence to substantiate its claims.

 

 

SEC Complaint Relating to Legacy Conduct

 

On January 22, 2026, the U.S. Securities and Exchange Commission (the “SEC”) filed a civil complaint (the “Complaint”) in the United States District Court for the Southern District of New York naming the Company, certain former senior executive officers of the Company, and the former Chief Executive Officer of Trident Acquisitions Corp. as defendants.

 

The Complaint alleges violations of certain federal securities laws and seeks injunctive relief, disgorgement, civil monetary penalties, and other equitable remedies. The allegations relate to conduct occurring primarily between 2020 and mid-2022, including periods prior to and shortly following the Company’s business combination with Trident Acquisitions Corp.

 

The individuals identified in the Complaint who previously served as executive officers are no longer employed by the Company and have no ongoing affiliation or involvement with the Company. Since mid-2022, the Company has implemented significant changes in executive leadership, governance, and internal controls. The current management team was not involved in the conduct alleged in the Complaint.

 

The Company has cooperated with the SEC’s investigation and intends to continue its cooperation. While the Company believes the claims asserted against it are without merit and is prepared to defend the matter, it has engaged in non-binding discussions with the SEC regarding a potential resolution. Although no assurances can be provided, the Company believes the matter is nearing resolution and does not currently expect the outcome to have a material adverse effect on its financial condition.

 

This disclosure does not constitute an admission of liability by the Company or any other party.

 

Corporate Name Change

 

On January 23, 2026, the Company announced that it had changed its corporate name from Lottery.com Inc. to Sports Entertainment Gaming Global Corporation to better reflect its strategic focus on the convergence of sports, entertainment, and gaming. The name change became effective on January 27, 2026, following the filing of an amendment to the Company’s certificate of incorporation with the State of Delaware.

 

In connection with the name change, the Company began operating under the brand “SEGG Media” and updated its corporate identity, including its website and marketing materials. The Company’s common stock continues to trade on the Nasdaq Capital Market under the ticker symbol “SEGG,” and the name change did not affect the Company’s capital structure, trading symbol, or shareholder rights.

 

Termination of Securities Purchase Agreement with Evergreen Capital Management, LLC

 

On December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”), pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2.875 million. The note included an original issue discount of $0.375 million, resulting in net proceeds of $2.5 million to the Company. Funding was structured in two tranches: an initial $0.5 million at closing and $2.0 million upon (i) the effectiveness of a registration statement covering the underlying shares and (ii) receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635. The transaction was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

 

On January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the convertible promissory note and the related Securities Purchase Agreement. The termination became effective upon the issuance of shares of common stock pursuant to Conversion Notice #7, dated January 13, 2026. As a result, the note and the Securities Purchase Agreement are null and void and of no further force or effect, and no additional amounts are due or payable by either party thereunder.

 

$500,000 was funded by Evergreen in December of 2025 and converted into equity in December 2025 and January 2026. The remaining $2,000,000 was not received and there are no remaining obligations of either party with respect to the $2,000,000.

 

Federal Case Dismissal

 

On January 28, 2026, in Lottery.com, Inc. f/k/a AutoLotto, Inc., et al. v. John J. Brier, Jr., et al., Case No. 8:23-cv-2594, the United States District Court for the Middle District of Florida granted, in part, the Company’s renewed motion to dismiss for lack of subject matter jurisdiction, declined to exercise supplemental jurisdiction over the remaining state-law counterclaims, overruled the defendants’ objections to the magistrate judge’s findings and recommendations, and directed that the case be closed.

 

Simon Lewis Appointment

 

On February 5, 2026, the Company announced the appointment of Simon Lewis as Chief Executive Officer of Concerts.com and EVP of Entertainment for SEGG Media. In this role, Mr. Lewis will lead the strategic development and commercial rollout of Concerts.com and oversee the Company’s broader entertainment portfolio strategy.

 

Mr. Lewis brings significant experience in the global live entertainment and media industries, including prior service as President of Live Nation Europe. The appointment supports the Company’s previously disclosed strategy to expand its presence across sports, entertainment, and media platforms, including the development of Concerts.com and related digital assets.

 

Illegal Trading Lawsuit

 

On February 10, 2026, the Company announced that it had filed a civil complaint in the District Court of Tarrant County, Texas, Sports Entertainment Gaming Global Corporation v. Virtu Financial Capital Markets LLC, et al., alleging illegal trading activities and market manipulation involving the Company’s securities. The complaint seeks damages of approximately $179 million, along with other relief, against multiple defendants.

 

The Company alleges that the defendants engaged in unlawful trading practices that adversely impacted the market for the Company’s common stock. The litigation is in its early stages, and the outcome cannot be predicted at this time. The filing of the complaint does not constitute a determination of liability with respect to any party.

 

Veloce Acquisition

 

On February 17, 2026, the Company completed the acquisition of a controlling interest in Veloce Media Group Limited (“Veloce”), a digital motorsports, gaming and sports media platform. The acquisition was effected pursuant to a definitive share purchase agreement under which the Company acquired a supermajority ownership position of approximately 68% of the issued and outstanding equity interests of Veloce.

 

The transaction represents a strategic expansion of the Company’s media and content capabilities, providing immediate scale in audience reach, digital distribution and commercial partnerships. Veloce operates a global media network with a focus on esports, gaming and motorsport content, generating significant monthly digital impressions and audience engagement across multiple platforms.

 

The consideration for the acquisition consisted primarily of equity issued by the Company, along with certain contingent or deferred elements customary for transactions of this nature. The transaction is subject to customary closing adjustments and post-closing integration activities. The Company is in the process of finalizing the purchase price allocation and accounting for the transaction in accordance with ASC 805, Business Combinations. As such, the initial accounting for the acquisition is incomplete as of the date of issuance of these financial statements.

 

The Company intends to extend an offer to acquire the remaining equity interests of Veloce, subject to applicable regulatory requirements and shareholder approvals, with the objective of increasing its ownership position over time.

 

Board Appointments

 

On February 25, 2026, the Board of Directors of the Company appointed Robert Stubblefield and Daniel Bailey to serve as members of the Board. Mr. Stubblefield was appointed as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified, and Mr. Bailey was appointed as a Class III director with a term expiring at the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Stubblefield currently serves as the Company’s Chief Financial Officer and Interim Chief Executive Officer and President. Mr. Bailey is the Chief Executive Officer of Veloce Media Group. As previously disclosed in the Company’s Current Report on Form 8-K filed on February 23, 2026, Mr. Bailey was a party to the Share Purchase Agreement entered into in connection with the Company’s acquisition of a controlling interest in Veloce, and the transaction constituted a related party transaction under Item 404(a) of Regulation S-K. Other than as previously disclosed, the Company has not identified any additional related party transactions with Mr. Bailey requiring disclosure under Item 404(a) of Regulation S-K.

 

Predictive Markets

 

On April 24, 2026, the Company announced the formation of Sports Predicts Limited, a wholly owned subsidiary, to develop and operate “Sports.com Predict,” a prediction markets offering intended to be integrated into the Company’s Sports.com platform.

 

The Company believes the initiative aligns with its broader strategy to expand monetization opportunities across its digital ecosystem by introducing interactive, engagement-driven features. Once developed and launched, Sports.com Predict is expected to enhance user engagement and create incremental, scalable revenue opportunities within the Sports.com platform. The global prediction markets sector has experienced significant recent growth, and the Company intends to position this offering to participate in that expanding market, subject to applicable regulatory considerations.

 

On April 27, 2026, Sports Predicts Limited, a subsidiary of the Company, entered into a Partnership and Integration Agreement with Blockratize Inc. (d/b/a Polymarket) pursuant to which the Company will integrate Polymarket’s decentralized prediction markets technology into the Sports.com platform. Under the agreement, Polymarket will provide application programming interfaces, software development kits and related infrastructure to support the integration of prediction market products within the Sports.com ecosystem. The agreement provides for the sharing of net transaction fee revenue generated from users of the platform and grants Polymarket exclusivity as the Company’s provider of prediction markets technology during the term of the agreement. The agreement has an initial term through June 30, 2029, unless terminated earlier in accordance with its terms. The Company began allowing users to purchase contracts on June 10, 2026.

 

Amorua Global Securities Purchase Agreement

 

On May 26, 2026, the Company entered into a Securities Purchase Agreement with Amorua Global, Inc. pursuant to which the Company issued an unsecured convertible promissory note with an original principal amount of $3.5 million. The note bears interest at a rate of 12% per annum, matures twenty-four months from issuance and was issued with an original issue discount of 15%. Subject to the terms of the note, outstanding principal and accrued interest may be converted into shares of the Company’s common stock at a variable conversion price based on market prices of the Company’s common stock, subject to certain adjustments and a 9.99% beneficial ownership limitation. The Company intends to use the net proceeds for general corporate purposes, including the repayment of certain existing indebtedness. In connection with the financing, the Company agreed to file a registration statement covering the resale of shares issuable upon conversion of the note.

 

Alumni Capital Notice of Default

 

On June 18, 2026, the Company received a notice from Alumni Capital LP (“Alumni”), the holder of an unsecured convertible promissory note issued pursuant to a Securities Purchase Agreement dated March 16, 2026. In the notice, Alumni alleged that certain events of default had occurred under the applicable transaction documents, including alleged failures relating to registration obligations and periodic reporting requirements, and demanded redemption of the outstanding note at an asserted redemption price of approximately $4.4 million, plus other amounts that Alumni contends may be due under the transaction documents.

 

The notice further states that Alumni may pursue legal remedies if the amounts demanded are not paid. The Company is evaluating Alumni’s claims, its rights and obligations under the transaction documents, and potential defenses, and is engaged in discussions with Alumni regarding the matter. As of the date of issuance of these financial statements, no conclusion has been reached regarding the ultimate outcome of this matter. Accordingly, the Company cannot reasonably estimate the amount or range of any potential loss, if any, that may result from the resolution of this matter.

 

Virtu Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC Action

 

On February 10, 2026, the Company commenced litigation in the District Court of Tarrant County, Texas against Virtu Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC alleging violations of state and federal securities laws arising from alleged manipulative trading activity affecting the Company’s common stock. The complaint seeks monetary damages, attorneys’ fees, costs, interest and other available relief. The Company will continue to evaluate developments in the litigation and disclose material updates as appropriate.

 

White Diamond Research LLC and Adam Gefvert Civil Action

 

On June 26, 2026, the Company filed a civil action in the District Court of Tarrant County, Texas against White Diamond Research LLC and Adam Gefvert. The complaint alleges, among other things, business disparagement and other claims arising from statements and publications made by the defendants concerning the Company and its business. The Company seeks monetary damages, injunctive and other equitable relief, attorneys’ fees where recoverable, costs, and such other relief as the court may deem appropriate.

 

The Company believes the claims asserted in the action are meritorious and intends to prosecute the matter vigorously. Because the litigation is in its preliminary stages, the ultimate outcome cannot be predicted, and the Company is unable to reasonably estimate any potential recovery, if any. Accordingly, no asset has been recognized in the accompanying financial statements related to this matter.

 

USA TODAY Litigation

 

On July 6, 2026, the Company commenced litigation in the District Court of Tarrant County, Texas against USA TODAY Co., Inc. (formerly Gannett Co., Inc.), and certain affiliated entities relating to an Advertising Agreement executed in December 2016. The complaint alleges that the defendants have refused to recognize or permit the Company’s use of the remaining advertising inventory available under the agreement despite the Company’s efforts since 2024 to exercise its contractual rights. The Company is seeking declaratory relief, damages, and other available remedies. As of the date these financial statements were issued, the litigation remains in its preliminary stages, and no estimate of any potential recovery can be made.